Press Releases

BW Pacific Limited Announces Intention to Conduct an IPO

Thursday,October 20, 2016

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

BW Pacific Limited("BW Pacific" or the "Company") hereby announces its intention to conduct an initial public offering (“IPO”) and listing of its common shares on the Oslo Stock Exchange. Subject to receiving the relevant approvals from the Oslo Stock Exchange and favourable equity capital market conditions, the IPO is expected to be launched during the fourth quarter of 2015. Pre-marketing of the IPO is expected to commence in October 2015.

BW Pacific is a Singapore-based product tanker company, controlled by the BW Group. The BW Group has more than 80 years of proven track-record in multiple shipping segments and has over the last year made significant investments into building a leading product tanker platform. BW Pacific currently owns an existing fleet of 33 vessels, comprising 17 owned LR1s and 16 owned MRs, and a newbuilding fleet of 12 vessels of which six are LR1s and six are MRs. Four of the MR newbuildings are expected to be delivered in 2015, and the remaining newbuildings are expected to be delivered in 2016 and 2017.

The purpose of the IPO is to finance the Company’s newbuilding program, as well as to position the Company for further growth by gaining access to the capital markets. A public listing would also allow the Company to use its shares as transaction currency in future acquisitions and to take part in market consolidation. The BW Group had in the past successfully invited investors to participate in developing its subsidiaries or portfolio companies, and see an IPO on the Oslo Stock Exchange as a natural next step in developing BW Pacific into a leading product tanker company.

As of Q2 2015 the Company had total assets of USD 1.2 billion and book equity of USD 522 million. The gross value of the fleet (including newbuildings) based on the average of valuations provided by two reputable shipbrokers as per end of Q3 2015 was USD 1.6 billion.

DNB Markets has been retained as Global Coordinator and Joint Bookrunner for the IPO. Pareto Securities has been retained as a Joint Bookrunner and Skandinaviska Enskilda Banken as a Co-Manager for the IPO.

These materials may not be published, distributed or transmitted in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Shares”) of BW Pacific Limited (the “Company”) in the United States, Norway or any other jurisdiction. The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Shares of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

European Economic Area

Any offering of securities will be made by means of a prospectus to be published that may be obtained from the issuer or selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements.

These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.

In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.

United Kingdom

In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.